Huazhu Group Limited Announces Offering of US$450 Million Convertible Senior Notes
May 07 2020 - 6:09AM
Huazhu Group Limited (Nasdaq: HTHT), a leading and fast-growing
multi-brand hotel group in China with international coverage (the
“Company”), today announced the offering (the “Notes Offering”) of
up to US$450 million in aggregate principal amount of convertible
senior notes due 2026 (the “Notes”), subject to market and other
conditions. The Company intends to grant the initial purchasers in
the Notes Offering a 30-day option to purchase up to an additional
US$50 million in principal amount of the Notes. The Company plans
to use the net proceeds from the Notes Offering to repurchase its
convertible senior notes due 2022, including upon the investors’
exercise of their put option, and to repay part of the principal
and interest of its loans.
When issued, the Notes will be senior, unsecured obligations of
the Company. The Notes will be convertible into the Company’s
American Depositary Shares (“ADSs”), each currently representing
one ordinary share of the Company, and will mature on May 1,
2026. The Company may not redeem the Notes unless certain changes
in tax law or related events occur. It is contemplated that holders
of the Notes may require the Company to repurchase for cash all or
part of their Notes on May 1, 2024 or in the event of certain
fundamental changes. The conversion rate and other terms of the
Notes will be determined at the time of pricing of the Notes
Offering.
The Notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A and to non-U.S.
persons outside the United States in reliance on Regulation S under
the Securities Act of 1933, as amended (the “Securities Act”). The
Notes, the ADSs deliverable upon conversion of the Notes and the
ordinary shares represented thereby have not been and will not be
registered under the Securities Act or the securities laws of any
other place, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any securities, nor shall
there be a sale of the securities in any state or jurisdiction in
which such an offer, solicitation or sale would
be unlawful.
This press release contains information about the pending Notes
Offering, and there can be no assurance that the Notes Offering
will be completed.
Safe Harbor Statement Under the U.S. Private Securities
Litigation Reform Act of 1995: The information in this release
contains forward-looking statements which involve risks and
uncertainties, including statements regarding the Company’s capital
needs, business strategy and expectations. Any statements contained
herein that are not statements of historical fact may be deemed to
be forward-looking statements, which may be identified by
terminology such as “may,” “should,” “will,” “expect,” “plan,”
“intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “forecast,” “project,” or “continue,” the negative of
such terms or other comparable terminology. Readers should not rely
on forward-looking statements as predictions of future events or
results. Any or all of the Company’s forward-looking statements may
turn out to be incorrect. They can be affected by inaccurate
assumptions, risks and uncertainties and other factors which could
cause actual events or results to be materially different from
those expressed or implied in the forward-looking statements. In
evaluating these statements, readers should consider various
factors, including the anticipated growth strategies of the
Company, the future results of operations and financial condition
of the Company, the economic conditions of China, the regulatory
environment in China, the Company’s ability to attract customers
and leverage its brands, trends and competition in the lodging
industry, the expected growth of the lodging market in China and
other factors and risks outlined in the Company’s filings with the
Securities and Exchange Commission, including its annual report on
Form 20-F and other filings. These factors may cause the Company’s
actual results to differ materially from any forward-looking
statement. In addition, new factors emerge from time to time and it
is not possible for the Company to predict all factors that may
cause actual results to differ materially from those contained in
any forward-looking statements. Any projections in this release are
based on limited information currently available to the Company,
which is subject to change. This release also contains statements
or projections that are based upon information available to the
public, as well as other information from sources which the Company
believes to be reliable, but it is not guaranteed by the Company to
be accurate, nor does the Company purport it to be complete. The
Company disclaims any obligation to publicly update any
forward-looking statements to reflect events or circumstances after
the date of this document, except as required by applicable
law.
Contact Information Huazhu Investor Relations Tel: +86 (21) 6195
9561 Email: ir@huazhu.com http://ir.huazhu.com
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